Sec Form 3 Filing - Cooper Aaron Z. @ Groupon, Inc. - 2020-03-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cooper Aaron Z. 2. Issuer Name and Ticker or Trading Symbol Groupon, Inc. [ GRPN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CEO (Last) (First) (Middle) 600 WEST CHICAGO AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2020 (Street) CHICAGOO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 242,128 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 03/05/2021( 1 ) ( 1 ) Common Stock 137,320 D Restricted Stock Units ( 2 ) 06/05/2020( 3 ) ( 3 ) Common Stock 340,491 D Performance Share Units ( 5 ) 01/02/2021( 4 ) ( 4 ) Common Stock 197,778 D Stock Option (Right to Buy) $ 1.77 ( 6 ) 05/31/2020 Common Stock 50,004 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cooper Aaron Z. 600 WEST CHICAGO AVE CHICAGOO, IL60654 Interim CEO Signatures /s/ Erin G. Stone, by Power of Attorney 04/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )91,546 RSUs reported on this line will vest on March 5, 2021 and 45,774 RSUs will vest on March 5, 2022, in each case subject to Mr. Cooper's continued employment with the Company through each vesting date. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Common Stock. ( 3 )The RSUs reported on this line vest in four equal installments on June 5 of each year, beginning on June 5, 2020, in each case subject to Mr. Cooper's continued employment with the Company through each vesting date. ( 4 )34,512 of the PSUs reported on this line were granted on April 25, 2018 and credited following certification of performance metrics applicable to the performance period ended December 31, 2018. 23,008 PSUs will vest on January 2, 2021 and 11,504 PSUs will vest on January 2, 2022, in each case subject to Mr. Cooper's continuous employment as of the vesting date. 163,266 of the PSUs reported on this line were granted on February 12, 2019 and credited following certification of performance metrics applicable to the performance period ended December 31, 2019. These PSUs will vest in three equal annual installments beginning on January 2, 2021, in each case subject to Mr. Cooper's continuous employment as of the vesting date. ( 5 )Each performance share unit represents a contingent right to receive one share of Common Stock. ( 6 )All of the options reported on this line previously vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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